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MUNICIPAL LEASE-PURCHASE AGREEMENT – PAGE 3
<br />excusing Lessee from its obligations under this Agreement, and Lessor shall not be liable to Lessee for any damages on account of
<br />such risks.
<br />13. Option to Purchase. Provided Lessee has complied with the terms and conditions of this Agreement, Lessee shall
<br />have the option to purchase not less than all of the Property which is then subject to this Agreement, "as is" at the payment date, for
<br />the Option to Purchase Values set forth in Exhibit B by giving written notice to Lessor not less than sixty (60) days prior to the date
<br />specified in Exhibit B for the exercise of such option; provided that upon Lessee's timely payment of all Lease Payments specified in
<br />Exhibit B, Lessee shall be deemed to have properly exercised its option to purchase the Property and shall be deemed to have
<br />acquired all of Lessor's right, title and interest in and to the Property, free of any lien, encumbrance or security interest except such
<br />liens, encumbrances or security interest as may be created, or permitted and not discharged, by Lessee but without other
<br />warranties. Payment of the applicable Option to Purchase Value shall occur on the applicable Lease Payment Date specified in
<br />Exhibit B hereto, at which time Lessor shall, unless not required hereunder, deliver to Lessee a quitclaim bill of sale transferring
<br />Lessor's interest in the Property to Lessee free from any lien, encumbrance or security interest except such as may be created, or
<br />permitted and not discharged, by Lessee but without other warranties. Upon Lessee's actual or constructive payment of the Option
<br />to Purchase Value and Lessor's actual or constructive delivery of a quitclaim bill of sale covering the Property, this Agreement shall
<br />terminate except as to obligations or liabilities accruing hereunder prior to such termination.
<br />14. Default and Lessor's Remedies.
<br />(a) The occurrence of one or more of the following events shall constitute an Event of Default, whether occurring
<br />voluntarily or involuntarily, by operation of law or pursuant to any order of any court or governmental agency:
<br />(1) After written notice of missed payment and ten (10) day cure period, Lessee fails to make any
<br />payment hereunder when due;
<br />(2) Lessee fails to comply with any other covenant, condition or agreement of Lessee hereunder for a
<br />period of the ten (10) days after notice thereof;
<br />(3) Any representation or warranty made by Lessee hereunder shall be untrue in any material respect as
<br />of the date made;
<br />(4) Lessee makes, permits or suffers any unauthorized assignment, transfer or other disposition of this
<br />Agreement or any interest herein, or any part of the Property or any interest therein; or
<br />(5) Lessee becomes insolvent; or admits in writing its inability to pay its debts as they mature; or applies
<br />for, consents to or acquiesces in the appointment of a trustee, receiver or custodian for the Lessee or a substantial part of its
<br />property; or, in the absence of such application, consent or acquiescence, a trustee, receiver or custodian is appointed for Lessee or
<br />a substantial part of its property and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement,
<br />moratorium, or any proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is instituted by
<br />or against Lessee and, if instituted against Lessee, is consented to or acquiesced in by Lessee or is not dismissed within sixty (60)
<br />days.
<br />(b) Upon the occurrence of any Event of Default specified herein, Lessor may, at its sole discretion, exercise
<br />any or all of the following remedies:
<br />(1) Enforce this Agreement by appropriate action to collect amounts due or to become due hereunder, by
<br />acceleration of otherwise, or to cause Lessee to perform its other obligations hereunder in which event Lessee shall be liable for all
<br />costs and expenses incurred by Lessor;
<br />(2) Take possession of the Property, without demand or notice and without court order or any process of
<br />law, and remove and relet the same for Lessee's account, in which event Lessee waives any and all damages resulting there from
<br />and shall be liable for all costs and expenses incurred by Lessor in connection therewith and the difference, if any, between the
<br />amounts to be paid pursuant to Section 1 hereof and the amounts received and to be received by Lessor in connection with any such
<br />reletting;
<br />(3) Terminate this Agreement and repossess the Property, in which event Lessee shall be liable for any
<br />amounts payable hereunder through the date of such termination and all costs and expenses incurred by Lessor in connection
<br />therewith;
<br />(4) Sell the Property or any portion thereof for Lessor's account at public or private sale, for cash or
<br />credit, without demand on notice to Lessee of Lessor's intention to do so, or relet the Property for a term and a rental which may be
<br />equal to, greater than or less than the rental and term provided herein. If the proceeds from any such sale or rental payments
<br />received under a new agreement made for the periods prior to the expiration of this Agreement are less than the sum of (i) the
<br />costs of such repossession, sale, relocation, storage, reconditioning, reletting and reinstallation (including but not limited to
<br />reasonable attorneys' fees), (ii) the unpaid principal balance derived from Exhibit B as of the last preceding Lease Payment Date
<br />specified in Exhibit B, and (iii) any past due amounts hereunder (plus interest on such unpaid principal balance at the rate specified
<br />in Section 19 hereof, prorated to the date of such sale), all of which shall be paid to Lessor, Lessor shall retain all such proceeds and
<br />Lessee shall remain liable for any deficiency; or
<br />(5) Pursue and exercise any other remedy available at law or in equity, in which event Lessee shall be
<br />liable for any and all costs and expenses incurred by Lessor in connection therewith. "Costs and expenses", as that term is used in
<br />this Section 14, shall mean, to the extent allowed by law: (i) reasonable attorneys' fees if this Agreement is referred for collection
<br />to an attorney not a salaried employee of Lessor or the holder of this Agreement; (ii) court costs and disbursements including such
<br />costs in the event of any action necessary to secure possession of the Property; and (iii) actual and reasonable out-of-pocket
<br />expenses incurred in connection with any repossession or foreclosure, including costs of storing, reconditioning and reselling the
<br />Property, subject to the standards of good faith and commercial reasonableness set by the applicable Uniform Commercial Code.
<br />Lessee waives all rights under all exemption laws.
<br />(6) Under no circumstances shall Lessee be liable under this subsection 14 (b) for any amount in excess
<br />of the sum appropriated pursuant to Section 1 hereof for the previous and current fiscal years, less all amounts previously due and
<br />paid during such previous and current fiscal years from amounts so appropriated.
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